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Q. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
<br />constitute one and the same instrument. Additionally, this Agreement may be executed by facsimile or electronic copies, all of which shall be considered an
<br />original for all purposes.
<br />Definitions. As used in this Agreement, the following terms shall have the following meanings:
<br />A. "Affiliate" of a party means any other entity controlling, controlled by, or under common control with such party, where "control" of an entity means the ownership, directly
<br />or indirectly, of 50% or more of either; (i) the shares or other equity in such entity; or (it) the voting rights in such entity.
<br />B. "Confidential Information" means any and all non-public information of either party, including all technical information about either party's products or services, pricing
<br />information, marketing and marketing plans, Customer's End Users' data, FlexNet System performance, FlexNet System architecture and design, FlexNet System software,
<br />other business and financial information of either party, and all trade secrets of either party.
<br />C. "End User" means any end user of electricity, water, and/or gas (as applicable) that pays Customer for the consumption of electricity, water, and/or gas, as applicable.
<br />D. "Field Devices" means the SmartPoint Modules .
<br />E. "FlexNet Base Station" identifies the Sensus manufactured device consisting of one transceiver, to be located on a tower that receives readings from the SmartPoint
<br />Modules (either directly or via an R100 unit) by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication. For clarity, FlexNet Base
<br />Stations include Metro Base Stations.
<br />F. "FlexNet System" is comprised of the SmartPoint Modules, RF Field Equipment, Server Hardware, software licenses, Spectrum Lease, and other equipment provided to
<br />Customer hereunder. The FlexNet System only includes the foregoing, as provided by Sensus. The FlexNet System does not include goods, equipment, software, licenses
<br />or rights provided by a third party or parties to this Agreement.
<br />G. "Force Majeure" means an event beyond a party's reasonable control, including, without limitation, acts of God, hurricane, flood, volcano, tsunami, tomado, storm, tempest,
<br />mudslide, vandalism, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailability of component parts of any goods
<br />provided hereunder, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department,
<br />commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosion.
<br />H. 'Hosted Software" means those items listed as an Application in Exhibit A.
<br />I. "In/Out Costs" means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End User's premises and any costs and
<br />expenses incurred by Customer in installing, uninstalling and removing goods.
<br />J. 'Intellectual Property' means patents and patent applications, inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets,
<br />know-how, data rights, specifications, drawings, designs, maskwork rights, moral rights, author's rights, and other intellectual property rights, including any derivations
<br />and/or derivative works, as may exist now or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under
<br />the laws of the United States or of any other state, country orjurisdiction, any registrations or applications thereof, and all goodwill pertinent thereto.
<br />K. "LCA' identifies the load control modules.
<br />L. "Ongoing Fee" means the annual or monthly fees, as applicable, to be paid by Customer to Sensus' authorized distributor during the Term of this Agreement
<br />M. "Patches" means patches or other maintenance releases of the Software that correct processing errors and other faults and defects found previous versions of the Software.
<br />For clarity, Patches are not Updates or Upgrades.
<br />N. "Permitted Use" means only for reading and analyzing data from Customer's Field Devices in the Service Territory. The Permitted Use does not include reading third
<br />devices not provided by Sensus or reading Field Devices outside the Service Territory.
<br />0. `R100 Unit" identifies the Sensus standalone, mounted transceiver that takes the radio frequency readings from the SmartPoint Modules and relays them by radio
<br />frequency to the relevant FlexNet Base Station or directly to the RNI by TCP/IP backhaul communication, as the case may be.
<br />P. "Release" means both Updates and Upgrades.
<br />Q. "Remote Transceiver" identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them
<br />directly to the RNI by TCP/IP backhaul communication.
<br />R. "RF Field Equipment" means, collectively, FlexNet Base Stations, R100 units (if any) and Remote Transceivers (if any).
<br />S. "RNI" identifies the regional network interfaces consisting of hardware and software used to gather, store, and report data collected by the FlexNet Base Stations from the
<br />SmartPoint Modules. The RNI hardware specifications will be provided by Sensus upon written request from Customer.
<br />T. "RNI Software" identifies the Sensus proprietary software used in the RNI and any Patches, Updates, and Upgrades that are provided to Customer pursuant to the terms
<br />of this Agreement.
<br />U. "Service Territory" identifies the geographic area where Customer utilizes Sensus equipment to provide services to End Users as of the Effective Date. This area will be
<br />described on the propagation study in the parties' Spectrum Lease filing with the FCC.
<br />V. "Server Hardware" means the RNI hardware.
<br />W. "SmartPofnt10 Modules" identifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demand/response
<br />devices located at Customer's End Users' premises that communicate with the relevant devices and transmit those communications by radio frequency to the relevant
<br />piece of RF Field Equipment.
<br />X. "Software" means all the Sensus proprietary software provided pursuant to this Agreement, and any Patches, Updates, and Upgrades that are provided to Customer
<br />pursuant to the terms of this Agreement. The Software does not include any third party software.
<br />Y. "Updates" means releases of the Software that constitute a minor improvement in functionality.
<br />Z. "Upgrades" means releases of the Software which constitute a significant improvement in functionality or architecture of the Software.
<br />AA. "WAN Backhaul' means the communication link between FlexNet Base Stations and Remote Transceivers and RNI.
<br />Confidential I Page 4 of 12
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